-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VRhfb25bMfNPkYgZUSxR9xcm5NuDolL6I1Ftm6tvAXFeZgaBTqsukCOdIulSlX1g FBCv32xlGHV5yPu1g5avow== 0001047469-98-044082.txt : 20010524 0001047469-98-044082.hdr.sgml : 20010524 ACCESSION NUMBER: 0001047469-98-044082 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981215 FILED AS OF DATE: 19981215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIBLE GENETICS INC CENTRAL INDEX KEY: 0001010819 STANDARD INDUSTRIAL CLASSIFICATION: 3826 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-28550 FILM NUMBER: 98770177 BUSINESS ADDRESS: STREET 1: 700 BAY ST STREET 2: SUITE 1000 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 2127025700 MAIL ADDRESS: STREET 1: 700 BAY ST STE 1000 STREET 2: TORONTO ONTARIO CANADA CITY: M5G 1Z6 6-K 1 6-K - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer PURSUANT to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Filing No. 1 for the month of December, 1998 Visible Genetics Inc. -------------------------- (Exact name of Registrant) 700 Bay Street, Suite 1000, Toronto ON, Canada M5G 1Z6 ------------------------------------------------------ (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F __ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes __ No __ - - -------------------------------------------------------------------------------- VISIBLE GENETICS INC. The Company and Virology Networks have agreed to form a new company that will produce traceable quality control and quantitative standards for identifying HIV, Hepatitis B, Hepatitis C, CMV (cytomegalovirus, a herpes virus) and other infectious organisms. These standards are used by laboratories to monitor the quality of the results of tests they conduct to identify infectious diseases. It is anticipated that the new company will also develop a large-scale database of HIV genotypes in Europe and the United States of new and existing HIV mutations and their resistance to specific HIV drugs. In addition, the new entity will work to develop new methods and technology for long term, stabilized RNA storage and will also provide independent statistical analysis of test results. Virology Networks is based in the Netherlands, and was founded by Dr. Charles A. B. Boucher and Tom S. Schwartz. Both of them will be involved in the new company. The Company will receive a 51% interest in the new entity and will control its board of directors, in exchange for the Company's commitment to finance the development of the business. In addition, the Company will issue to the shareholders of Virology Networks 35,000 Common Shares. The Company expects to enter into definitive agreements and begin operations of the new entity during 1999. On or about December 10, 1998, the Company issued a press release with respect to the foregoing. The Company hereby incorporates by reference the text of this Form 6-K (but not the Exhibit hereto) into the Company's Registration Statement on Form F-3 (File No. 333-6760). Exhibit 1. Press release - "Visible Genetics Inc. Enters Agreement to Establish Visible Molecular Standards Inc." 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VISIBLE GENETICS INC. Date: December 15, 1998 By: /s/ Jeffrey D. Sherman ------------------------------------------ Name: Jeffrey D. Sherman Title: Vice President, Finance and C.F.O. 3 EX-99.1 2 EX-99.1 VISIBLE GENETICS INC. ENTERS AGREEMENT TO ESTABLISH VISIBLE MOLECULAR STANDARDS INC. Joint Venture Will Add Quality Assurance Program to Visible Genetics' Genotyping Capability And Create Synergy for Development of Database of Mutant HIV Strains TORONTO, CANADA (December 10, 1998): Visible Genetics Inc. (VGI, Nasdaq: VGIN) announced today it has entered into an agreement with Virology Networks (VN), a company located in Utrecht, The Netherlands. VN was founded by Dr. Charles A. B. Boucher and Tom S. Schwarz, who are internationally recognized for establishing quality standards for Page 1 identifying many different viruses. VGI and VN will form a joint venture, Visible Molecular Standards Inc. (VMS) in Utrecht. VGI will contribute 35,000 common shares of Visible Genetics stock and a commitment to finance the continued development of VMS. This relationship further solidifies VGI's leadership position in HIV genotyping. VMS will produce traceable quality control and quantitative standards for identifying HIV, Hepatitis B, Hepatitis C, CMV and other infectious organisms, using FDA Current Good Manufacturing Practices (cGMP). Laboratories routinely use these standards to monitor the quality of the results of tests they conduct to identify infectious diseases. In addition, VMS will develop a large-scale database of HIV genotypes in Europe and the United States of new and existing HIV mutations and their resistance to specific HIV drugs. The joint venture will also develop new methods and technology for long-term, stabilized RNA storage and provide independent statistical analysis of test results to customers. "You couldn't find a more capable and accomplished group than the one led by Dr. Charles Boucher and Tom Schwarz to produce virological standards," said John K. Stevens, CEO of Visible Genetics. "They have a long history of setting the highest standards in the world for quality control virological specimens. This joint venture will ensure the quality, accuracy and Page 2 reproducibility of our HIV assays and makes Visible Genetics the only company with a total solution for HIV genotyping. The Visible Genetics system includes DNA/RNA extraction, genotyping test kits, a fast clinical DNA sequencer, support software, and now with this VMS venture, VGI has an independent source of positive HIV controls. The VMS customer-based quality assurance program will set new standards for DNA based assays." Virology Networks currently supplies several large companies and their customers with HIV quality control standards and will remain independent of VGI operationally. VMS will also be actively involved in VGI's recently announced Vigilance program. The program is a pan-European trial designed to give physicians who treat HIV infections access to VGI's TruGene(tm) genotyping assay to determine the drug resistance characteristics of HIV strains. Visible Genetics Inc. manufactures and markets high performance automated DNA sequencing systems and complete diagnostic kits for the analysis of genes linked to disease. The Company's OpenGene system employs proprietary stratified DNA testing and single-tube, single-step sequencing methods to significantly reduce the time and cost involved in identifying clinically relevant genetic information. VGI is a leader in the emerging field of pharmacogenomics, which uses genetic information in the identification, analysis, and treatment of medical conditions in order to improve patient Page 3 care and reduce healthcare costs. ### --- Jeffrey D. Sherman Visible Genetics Inc. jeffrey@visgen.com, (416) 813-3266 Page 4 -----END PRIVACY-ENHANCED MESSAGE-----